Bad Carnival
by Kartac
Summary: A very old friend of Rainbow Dash's arrives in Ponyville with an amazing circus. But not all is as it appears. Will Dash be able to save the day, what price might be paid if she does?  OC/Dash, T for now.
1. History of an Old Friend

**Disclaimer:** I do not own My Little Pony: Friendship is magic nor have I ever intended on claiming that I do. I just want to spread some joy to people with my interpretation of characters in said show.

**Alert: **An apology to anyone who read this story within the first hours of reading it. The editing hadn't worked properly, so it didn't read properly. Sorry about that.

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><p><strong>Chapter 1: History of an old Friend<strong>

Everyone is familiar with the thought that _'the journey of a thousand miles begins with a single step'_. Of course, sometimes it isn't a step, occasionally it's a flap of a pair of sky blue wings attached to an incredibly quick and erratic pony, who on this day wasn't paying attention to what was in front of her as she hovered a little off the ground heading towards sugarcube corner.

_*Flap Flap* *Thud*_

What she was actually heading towards at that immediate moment was another pegasus who had been keeping his hooves firmly on the ground before his white coat, black mane and sidepouch was knocked over by the winged pony in question.

"Hey!" She exclaimed, while staring at the 4 legged creature she'd just run into. "Watch where... oh" She suddenly realised that the words that were about to come out of her mouth were not only incredibly rude, but seeing as she was still hovering and her unintended victim was on the ground maybe there were different things she should say.

"... I mean, sorry."

"Still the aggressor huh, colourful?" The grounded pony said with a mild chuckle in his voice.

"Aggressor? COLOURFUL? What gives you the right to use a pet name on me buster? Put 'em up and I'll put you in your pl-", She stopped dead mid-sentence upon realising exactly who was in front of her, see glanced quickly from his face, to his mane and to his flank where a playing card with a singular spade was etched permanently in place. Her eyes opened wide and a dumbstruck look came across her face, this couldn't possibly be who she thought it was.

The grounded pegasi managed to finally work his way to his feet, his eyes half shut and a sly smile growing into a full blown teethy grin in front of his long unseen friend. He raised one hoof and poked her hovering form right in the face, he immediately broke into full laughter when even after his attempt to distract her, she remained absolutely dumbstruck. His smile became toothier, and obviously fake.

"Do watch where you're going in the future, Dash." He said, poorly holding back a snicker. He watched concerned as her left eye twiched either with menace or confusion, and he was honestly not entirely sure he wanted to know which way. His concern was immediately punctuated by a pink pony suddenly tackling him to the ground.

"Oh no you don't mister! I saw what you were up to, how'd you paralyze Rainbow Dash? Huh?" She yelled while staring straight down into his bright red eyes. Her eyes grew and shrunk to slits as she tried look after look trying to fish information out of the now extremely confused visitor currently half an inch from tasting dirt.

"Pinkie Pie, get off of him. It's fine." Rainbow Dash said, finally snapping out of her mind numbed stupor to realise her prankster pal had attacked the now dirty colt.

"A-HA! So it was mind control instead... who are you, Discord in dis-"

Rainbow Dash got tired of her friend's unnecessary interrogation and just pushed Pinkie Pie over so she could help the white colt back up to his feet, she flashed him a sheepish smile trying without words to apologize for Pinkie's 'odd' behavior. The colt just smiled back, he should've known better then to expect that Rainbow Dash would have normal friends.

"A-a-a..."

"Having a little trouble there, Dash?"

"... Ace?"

Pinkie Pie sat up and noticed the two of them just staring. She tilted her head and looked to Rainbow Dash for an explanation.

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><p><strong>*Flashback*<strong>

A young white pegasus is standing in front of another one, sky blue with a rainbow mane.

"You don't have to go Ace, it's just a wing. You can still walk on clouds... somehow..."

The white pegasi looked at the right side of his torso rather forlorn. His wing was missing under a layer of tape holding it to his body. He looked at his friend across from him and gave her a quick smile.

"When you become the best flyer around I'll come see you, I promise."

"What if I don't become the best? You know I'm not good in front of other ponies."

"I'll take my chances, you're a friend who's worth it."

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><p>About twenty minutes and a barely touched plate of donuts later and Pinkie Pie was bouncing in her chair at the excitement of meeting a long unseen friend of Rainbow Dash's. Ace was barely listening, instead looking around at the interesting confectionary decor of Sugarcube Corner. When they had first come in, the place was fairly clean, with all kinds of sweet things on display... now the countertops were covered in carry out boxes and other junk as Pinkie had insisted on digging through cupboards for her 'special' donuts. Which Ace would not touch with a ten foot pole. His lack of attention was cut off by a pink hoof poking and prodding him in various places and manually flapping his wings.<p>

"Yup, seems real to me."

"What the heck are you doing?" Ace had to ask. Rainbow Dash looked at him and smirked.

"Pinkie does what Pinkie does." Rainbow told him. She was happy to see him again but she could tell that he'd changed a little bit, he used to be cocky and boistrous but now he seemed much quieter, or maybe it was nervousness. Rainbow Dash did have a question for him though, he did say he'd come back and visit but he was more than late at this point. She won the competition a while ago and it seemed odd that this would be the time he'd show up.

"So what brought you to Ponyville?" She asked him.

Ace laughed, "What? I made a promise, and I'm keeping it." He gave her a half-cocked look and tried to hide his lie.

"I said, what brought you to Ponyville, not what you're getting out of the way... Ace of Spades" He hated others using his full name, this was practically torture from Rainbow Dash, but if he was going to lie, she wouldn't hold back.

"Alright, alright. Jeez, you're harsh. I'm here -"

"WITH THE CIRCUS!" Pinkie Pie exclaimed, having shifted behind him and started rummaging through his pouch without his notice.

She pulled out a handful of tickets and a poster with his face on it, as well as the faces of a couple other performers. Pinkie immediately flashed him a huge smile with the tickets between her teeth as he turned around with a stunned look on his face. His eyes shrunk down to a glare as if Pinkie had just ruined the greatest game ever played or something like that. He got up and starting walking towards her with clenched teeth, Pinkie proceeded to back up a step at a time laughing at his rediculous face. After a couple steps, Ace just flapped his wings at her angrily while she kept on smiling.

It was almost like Ace was a toy to the two ponies because before he could even turn back around, Rainbow Dash was already next to him manually lifting and flapping his right wing as if it was the most amazing thing she'd ever seen. It was pretty close as far as she was concerned, the last she had seen this wing it was damaged enough that it was never going to heal.

_This is impossible_, she thought.

"Dashie, whatcha doing?" Pinkie Pie asked, very confused by her rainbow maned friend's strange behavior. Not that she particularily minded it.

"Let's sit down," said Ace, "this probably all needs an explanation."

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><p><strong>*Flashback*<strong>

"So Ace, it's very simple. All we have to do is mix these two vial togethers and nopony will ever have to deal with mane loss ever again!"

A larger pony stood in front of his young son, much like his son, he is a bleached shade of white. However unlike his son, he doesn't have a pure black mane. He is wearing thick goggles and a very dirty lab coat.

"Yes Dad, I get it. Science and all that stuff." Ace was completely uninterested in his father's experiments, but that being said, so was all of Cloudsdale. Which is why he was stuck here as his father's unwilling assistant, at least his father attempted to make this sort of thing appeal to him.

"Think of it like this Ace, there is a chance that this mixture might explode." His father's deeper voice was filled with encouragement and it worked great on Ace. Ace loved the idea of chance, although he much preferred to mess around with cards. So he sat up a little, his mind imagining just how cool an explosion would be.

_"How young and naive I was then. Thinking that seeing an explosion would be cool." He said to Pinkie Pie and Rainbow Dash, his facial expression changed to one of regret. "Maybe if I hadn't hoped that father would fail against the odds."_

_Rainbow's face immediately sunk into her hands, she hadn't seen what had happened. But even as a very young pony she'd seen the results and to be honest, she wasn't sure she really wanted to hear._

Ace's father took a vial full of a neon pink liquid and held it up to the light, in a hold apparatus nearby was a test tube full of a solid material that looked puffy and white. Balancing on one hoof, he took one of his hind legs and hit a record button on a tape recorder nearby before standing on his hind legs.

"So if we add Electrified Colour to Concentrated Cloud Mass, the result should be a colouring liquid that will be the base to my hair growth serum!" He shouted with excitement at the tape recorder while his son was next to him rolling his eyes.

He poured as much of the pink liquid as he could into the test tube with the pink fluffy stuff and watched as the cloud mass turned a dark black colour, much like clouds were if a storm were coming and then...

_"The force knocked me back as if I'd been hit by a train, my father had been standing to my right. I remember I felt the impact high and to my side, I know it broke right when it happened. The pain didn't last very long though, I slammed into a bookcase full of books and it all fell on me in the worst way. I was unconscious pretty quickly, but not before my wing went numb."_

... Young Ace woke up and looked around, he didn't quite know where he was, but he knew that it wasn't good. He tried to fly himself out of the bed and wound up tipping himself to the right and slamming into the ground. His right wing wasn't free, it was taped down to his body. A nurse walked into his room and immediately rushed to his side, helping him get back up onto the bed.

"No no no dear, you musn't try to fly."

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><p>Ace's voice reduced to barely above a whisper. "Crushed Gravel."<p>

"What?" Both female ponies said at the same time.

"That what the doctor called my right wing, right before he told me I'd never fly again."

"But, it's healed... you were just flapping it... how?" Rainbow asked, she was leaning over the table getting closer and closer to him.

Ace sputtered a little bit, he really didn't want to have this conversation right now. It was important Rainbow learn exactly what happened but if he didn't get her friends to come to the circus, there would be hell to pay. He had a more important responsibility now, keeping Rainbow Dash safe.

"I have to get back to the Circus and help everybody set up. But how about I make you a deal. Hand those tickets out, I perform first tomorrow and maybe after I'm done, we can go somewhere and catch up while your friends are enjoying the rest of the acts." Ace stood up and walked out of the cafe.

Rainbow Dash immediately tried to run after him but as quick as she got to the door, he was already gone. She turned back to Pinkie Pie with panic written on her face as clear as day. Pinkie bounced over to her side and put an arm around her, trying to comfort her friend who was probably extremely confused. It turns out that Dash wasn't confused at all, she just had an incredibly out of character need.

"I need Rarity. Now." She said with a confused certainty.

"Okie Dokie!" Pinkie Pie replied, bouncing out the door and down the street towards the boutique.

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><p>AN: What could Rainbow Dash possibly be thinking? Why would Ace have to keep her safe? How can Ace fly if his wing is crippled? <strong>Aw man it's so much fun to be writing again.<strong>

Comments are of course, always appreciated.


	2. A Couple Conversations

**Disclaimer:** I don't own My Little Pony: Friendship is Magic, but you guys all knew that already. I am the creator of several original characters in my stories, they were designed for my use but if you like, PM me. I'm usually cool with people using my characters.

**Author's Note:** Just another quick apology to anyone who read this story early on, the line breaks did not format properly so someone commented that sections of the story were confusing. I'll try to fix this in the future.

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><p><strong>Chapter 2: A Couple Conversations<strong>

"Rainbow dear, not that I would ever try to dissuade you from wearing dresses given your dispositions but this seems very uncharacteristic of you."

It was early morning now and Rarity has spent the last 12 hours or so helping Rainbow Dash deal with upcoming arrangements for her, Rarity believe Rainbow called it a get together, but Rarity wasn't an imbecile. Rainbow Dash was looking at this as if it were a special evening.

"Look Rarity, I know dresses aren't my thing but I haven't seen Ace in 10 years. I just want to make sure I look good." Rainbow Dash wasn't lying, but unlike a lot of the time, she was trying to look 'good' to impress someone which Rarity was right, isn't normal for her. She didn't expect him to catch her so off guard though. She really liked Ace when they were children, but when you're children you don't notice that inch of height he has on you...

_I think that's because I was taller._

Or the change in his eyes...

_Red and Orange like fire._

Or the fact that somehow his wing has been fixed, and you two could fly together again just like when you were children. Rainbow Dash paused on the thought, was it really that important to her. The way she was acting, it was almost like just the ability to fly again made him the single greatest colt in the whole universe. She looked over her shoulder at the dress Rarity was carefully checking on her person.

The dress was a solid magenta, one that Rarity had carefully matched to the beautiful shade of her eyes. It hugged fairly tight to her neck and forward body with holes that Rainbow Dash had insisted on to allow her wings to go through. The rest of it had Rarity's frilly flair but amused Rainbow Dash because of the sheer number of times Rarity thought she had decided on the right shades to use for the rainbow trim, just to pin it up and decide that it was hideous. The clock on the wall told Rainbow Dash that it was three in the morning and Pinkie Pie's snores from the corner confirmed that fact.

"Alright dear, I think have figured out exactly how I'm going to colour it. I think I'm going to do the simple thing-"

"And match it to my cutie mark."

"- and match it to... ahem." Rarity gave a side-eyed glance at Rainbow Dash, who was obviously stuck somewhere in between incredible excitement and awkward annoyance. Rarity would have much preferred to work without the two fashion uninterested ponies interfering in the process but thankfully Sweetie Belle did her the magnificent favor of distracting Pinkie Pie with the Cutie Mark Crusaders. Of course, now her excitable friend was snoring loudly in the corner and Rainbow Dash was still awake, inspecting every detail, oh well, you can't win them all.

"So... not that I'm one to pry. But you come to me in a rush, insisting that I make you a dress, which again dear, concerns me. Pinkie Pie is telling me you need it to impress a colt but won't give me any other details." Rarity walked around so she could look right into Rainbow Dash's eyes.

"So tell me the truth about this, colt." Rarity's stare made Rainbow nervous, as if Rarity was about to steal her soul or something.

"Look Rarity, I know it's strange that I of all people want to get dolled up like you like to impress a guy. I mean I'm not trying to impress him, not that way. Ace and I are really old friends and I haven't seen him in a long time and I just know he's probably going to wear something nice for his show and I kind of want to look like his da-friend." Rainbow hoped Rarity didn't catch the odd ending of that sentence. Okay, so the word that came to mind was date, who cares, Rainbow was a girl. Last she checked, girls were perfectly within their boundries to like boys.

"Of course by friend, you mean date. I understand Rainbow Dash, I really do. Just trust me, some men aren't worth going to all the trouble for." Rarity thought unfondly back to the boneheaded prince.

"I appreciate the concern Rarity, but I'm not doing it for him. I'm doing it for me." Rainbow smiled at Rarity, appreciate for once that the two very different ponies could have a true friend moment.

"Well, he's a performer, and judging by the poster... quite a good one. I can't say enough for your remarkable good taste." Rarity used her magic to bring the poster over to them.

_Come and see the magnificent Three Trick Ponies under the big top at their own private miniature travelling Circus!_

"I have to say, I don't find the name Three Trick Ponies particularily impressive, but it's better than being great and powerful." Rarity spoke softly, although the last few words were clearly acid tipped. Rainbow Dash just snickered at her apparently still strong grudge against the long since missing Trixie.

"Do you know anything about his co-performers dear?" Rarity asked curiously.

"Not really, they didn't come up in conversation yesterday." Rainbow Dash replied.

"Admittedly the other colt on the poster looks kind of handsome himself." Rarity said calmly while showing Rainbow Dash the poster.

"Well, you have fun admiring him tomorrow night. For now, let's just get this finished before Celestia raises the sun." Rainbow Dash was getting antsy and the talk about the circus wasn't help her with her nervousness.

"Yes, of course. We'll have plenty of time tomorrow to enjoy your Ace of Spades, and his colleagues..." Rarity was looking intently at the poster.

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><p><strong>9am that Morning<strong>

Ace walked through the small midway that had been set up leading to the Big Top and the performer's tent attached to it. He noticed a bunch of gray ponies with black manes and sunken, glassy eyes still setting up the carnival games. He'd thought that after seeing them a few times he'd get used to them but he wasn't that fortunate. He picked up his pace across the dirt so he didn't have to look at them any longer than was necessary. He thanked Celestia that the midway was that short, because it was probably more unnerving to him than anyone else. He ducked into the red and yellow performers tent the second he came up to it and walked briskly past a light blue pegasus colt with a navy mane who was sitting on some boxes tossing a showman's knife up in the air and catching it with his front hooves. A few steps into the tent Ace stopped, and looked up to his right at a shabby wooden target attached to the first middle post of the tent.

"I'm not getting spiked in the ass Pierrot, throw the knife before I walk by." Ace spoke softly, the light blue pegasus leaned his face out of the shadows and revealed that he already had black triangles painted above and below his eyes pointing up if above, and down if below. He let go of his knife and gave Ace a bemused look as it floated in front of him with some sort of magical power despite him not being a unicorn.

"Oh Ace, you're my buddy. Why in Equestria would I spike you in the ass?" Pierrot asked, smiling the most obnoxiously wide and fake smile.

"Because you sir, are a jester, and find even the most irritating things funny. On a side note, your levitation is getting a whole lot better." Ace changed the subject mid-sentence to try to get Pierrot to stop aiming at him, which Pierrot's one squinting eye was a sign of.

"Ace, don't play dumb. Sure I might have some control, but it's her. It's always her, and you know our powers get stronger when she's **mad**." Pierrot made sure to put the emphasis on the word mad, keeping his ear to ear clown grin wide and winking at Ace before using magic to toss the knife and stick it bullseye on the target. He pointed towards the door to the second part of the tent still wearing that stupid grin. "Good luck, Ace."

Ace kicked the center pole on his way by making Pierrot's knife fall out of the target. He noticed Pierrot give him a 'what gives' face right before he ducked into the second part of the tent where she was most likely going to take a huge chunk out of him. He wasn't sure if he thought that literally, or figuratively at the moment. He walked in and noticed a not uncommon lack of light, two soft lanterns burned with a blue flame behind a small desk. The chair behind it completely empty, or at least so it appeared.

"How nice of you to finally join us Ace, I honestly thought by the way you were looking at _her_ that you just weren't going to come home..." A female disembodied voice spoke through the tent, a loud laugh from the other section made it clear that she wasn't making this a private conversation. One of the lanterns behind her desk changed colours to a fiery orange and suddenly, from within the flame burst a full black filly with a fiery red and orange mane that at first was actually made of fire before fading into fur. She was fairly tall, having at least half a foot on Ace and she was sporting a less than impressed sort of smile.

"... of course, I knew for a fact that you would come back. You have a little too much riding on this to do otherwise." She spoke with a dignified lick in her tongue knowing that by about this point Ace's once injured wing would now be burning with pain. At any moment she could just take it from him and that forged a special kind of loyalty.

Ace tried to avoid showing his discomfort but he could only hold it for so long before the pain in his wing became unbearable. He bowed to her quickly before she walked up to him and lifted his chin with one hoof planting a soft kiss on his cheek. She smiled a dark and evil smile before receeding the pain and letting Ace up to his feet.

"Ace, all I've done for you Pierrot is show you love and compassion. I gave you your wings back and blessed you both with magical power and yet, even still your heart draws you to another." She spoke her line with obvious sarcasm apparent in her voice, she knew for a fact that to everyone else she sounded as peaceful and a flowing stream, despite her less than peaceful origin.

"You know Hexen, you almost talk like I didn't get you exactly what you wanted. You know Celestia's student will inevitably get a ticket from Rainbow Dash. You seem a little high strung, taking care of all those mindless drones giving you some trouble?" Ace was more than willing to get snarky at this point, since Hexen was not sparing the use of her power against him. Plus she needed him bad enough that she wouldn't go through with anything too severe, he hoped.

"No Ace, it's not the mindless drones. It the two drones I have with minds that are giving me so much trouble." She pushed him out of her section of the tent with one hoof, trying her best to still act sultry. "Just go get ready for the show, oh and Ace..." She raised her other hoof and Ace's wing burned hotter than ever before while she stared intensely into his eyes. It made Ace nervous, as if Hexen was about to steal his soul or something.

"... It's Lady Hexen, and don't you forget it." And with a flick of the hoof his pain subsided and he was out of her sight.

Ace found himself on his stomach lying in front of a now standing (and laughing hysterically) Pierrot. He offered a hoof to Ace, and Ace sheepishly accepted the help back to his feet. Pierrot still could not stop laughing at the chewing out that Ace had just received, mostly because he knew that it was only a matter of time before the roles would be reverse. Pierrot's penchase for poorly timed humour usually got him on Hexen's bad side.

"You know... for a princess. She's a royal bitch." Ace said with a wink.

"Literally..." Pierrot replied. Only for a feminine ahem to be heard through the tent. Pierrot smirked.

"Your turn." Ace said with a smile.

"Doin' it for you buddy." Were Pierrot's last words before he ducked into Hexen's part of the tent.

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><p><strong>Author's Note:<strong> So there is chapter 2, not much more I can say about it. When I originally organized the story in my head, this chapter didn't exist, so it may be a good point for feedback. Please R&R, all it can do is make my writing better.


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